EXHIBIT 10.4
FIRST AMENDMENT
TO
LEASE
THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and
entered into as of August 8, 2008, by and between ARI BEN CORPORATION, a
California corporation, ("Landlord"), and ALLERGY RESEARCH GROUP, a Florida
corporation ("Tenant").
RECITALS
A. Landlord and Tenant entered into that certain Lease (the "Lease"),
dated as of January 4, 2005, with respect to that certain parcel of land
consisting of a building of approximately 29,821 square feet, which is commonly
known as and located at 0000 Xxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxx (the
"Premises"). All capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Lease.
B. Landlord and Tenant desire to amend the Lease on the terms set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and
other good and valuable consideration, the adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT AND RESTATEMENT OF SECTION 19. Subject to any
required approval of any mortgage-holder on the Premises, section 19 of the
Lease is hereby amended by deleting it in its entirety and substituting the
following therefor:
"19. ASSIGNMENT AND SUBLETTING. Tenant has the right to sublet
all or any portion of the Premises without the consent of the Landlord, provided
that Tenant shall remain liable to Landlord for the payment of rent due and to
become due and the performance of all other obligations of Tenant hereunder and,
provided further, that Tenant shall not sublet any portion of the Premises to
any person who, in the course of their business, will bring Hazardous Substances
onto the Premises without the Landlord's prior written consent. Tenant shall not
assign this Lease or any interest therein without the prior written consent of
the Landlord, which consent will not be unreasonably withheld. Notwithstanding
the foregoing provision of this section, Tenant may assign this Lease, in whole
or in part and without the consent of Landlord, to any corporation into or with
which Tenant may be merged or consolidated or to any affiliate, subsidiary,
parent or successor of Tenant. For purposes of this Lease, the term "HAZARDOUS
SUBSTANCES" means any materials, substances, chemicals or wastes (including, but
not limited to biologic agents or vectors, living or genetically modified
materials, culture, serum, wastes or off spec products) that are listed,
classified, regulated, or characterized as hazardous, biohazardous, toxic,
dangerous, explosive, radioactive, reactive, infectious, contagious,
bioaccumulative, special, or as a pollutant, contaminant or words of similar
meaning or effect under Environmental Laws or would otherwise form the basis of
liability under such Environmental Laws, including, but not limited to,
asbestos, bloodborne pathogens, radiation and radioactive materials,
polychlorinated biphenyls, petroleum and petroleum products and by-products,
lead, pesticides, natural gas, nuclear fuel, bacteria or fungi and medical
waste."
3. CONTINUING EFFECTIVENESS. The parties hereto agree that the
Lease continues in full force and effect and, except as amended hereby, remains
unamended and unmodified.
4. COUNTERPARTS. This Amendment may be executed in
counterparts, each of which shall constitute an original and all of which, taken
together, shall constitute one document.
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Amendment as of the day and year
first above written.
LANDLORD: ARI BEN CORPORATION,
a California corporation
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx, CFO
TENANT: ALLERGY RESEARCH GROUP, INC.,
a Florida corporation
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx, President
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